The following terms and conditions (the “Agreement”) govern all use of the (the “Site”). The Site is owned and operated by Marchant LP (“Marchant”). The Site is offered subject to your (and the organization you represent) (together, “User” or “You”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Marchant. By using or accessing the Site, you agree to all terms and conditions herein; If you do not agree, do not use or access the Site.
Marchant reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Site following the posting of any changes to this Agreement constitutes acceptance of those changes.
Subject to the terms and conditions of this Agreement, the Service is solely for User’s personal use. Marchant may change, suspend or discontinue the Site at any time, including the availability of any feature, database, or content. Marchant may also impose limits on certain features and services or restrict User’s access to parts or all of the Site without notice or liability.
User certifies to Marchant that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the the Site.
This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
If User desires to access any of the products or services that Marchant offers through the Site (the “Services”), User must enter into a separate agreement with respect to such access and nothing in this Agreement shall be deemed to provide any right or license to use or access such Services. Additional information regarding the Services and any applicable fees can be found at .
You shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Site (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Site; (iii) rent, lease, or use the Site for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Site. As between the parties, Marchant shall own all title, ownership rights, and intellectual property rights in and to the Site, and any copies or portions thereof.
You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Marchant reserves the right to bar any such activity. You shall not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Marchant server, or to any of the services offered on or through the Site, by hacking, password “mining”, or any other illegitimate means.
You shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.
You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Marchant's systems or networks, or any systems or networks connected to the Site or to Marchant. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
You shall not use the Site or any Content for any purpose that is unlawful or prohibited by this Agreement.
User agrees that all content and materials (collectively, “Content”) delivered via the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Marchant in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Marchant.
User is responsible for all of its activity in connection with the Site. User shall defend, indemnify, and hold harmless Marchant, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User’s use or misuse of the Site; (ii) User’s access to any part of the Site, (iv) and content, information or materials used by User in connection with the Site, or (iv) User’s violation of this Agreement.
User Warranties to Marchant. User represents and warrants that: (i) with respect to all information it provides to Marchant, User has the full right and authority to make such provision and to allow Marchant to use such information to provide the Site (including, without limitation, for Marchant to provide such information to its data providers), (ii) none of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Site will infringe or otherwise conflict with the rights of any third party, and (iii) it will use the Site only in compliance with all applicable and regulations laws.
This Site is provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Marchant makes no warranty that (I) The Site is free of viruses or other harmful components, or (II) the results of using the Site will meet User's requirements.
LIMITATION OF LIABILITY.
In no event shall Marchant, its officers, directors, employees, agents, vendors, or suppliers be liable under contract, tort, strict liability, negligence, or any other legal theory with respect to the Site: (I) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, even if foreseeable, (II) for any bugs, viruses, Trojan Horses, or the like (regardless of the source of origination), or (III) for any direct damages in excess of (in the aggregate) $100.00 USD. In addition, Marchant shall not be liable for any loss or liability resulting, directly or indirectly, from User's inability to access or otherwise use the Site (including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, data processing failures, telecommunications or internet problems or utility failures. The foregoing limitations shall not apply to the extent prohibited by Applicable Law.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at .
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Marchant or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Marchant and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Marchant or its software suppliers and protected by United States and international copyright laws.
CHOICE OF LAW; ARBITRATION
This Agreement is governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Agreement shall be finally settled in New York County, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules.
Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, New York County, New York, or the Southern District of New York.
User will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Marchant may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
The User and Marchant agree that this Agreement are the complete and exclusive statement of the mutual understanding between User and Marchant, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications to these Agreement must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of this Agreement and User do not have any authority of any kind to bind Marchant in any respect whatsoever. User and Marchant agree there are no third party beneficiaries intended under these Agreement.